Beijing Deheng Law Firm on Jiangsu Eastern Shenghong Co.Ltd(000301)
Of the second phase of employee stock ownership plan
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
catalog
interpretation…… 2 I. subject qualification for formulating and implementing the employee stock ownership plan II. Compliance of the employee stock ownership plan 3. Decision making and approval procedures of the employee stock ownership plan 8 IV. information disclosure of the employee stock ownership plan 11 v. legality and compliance of the participation mode of the employee stock ownership plan in the company’s financing 11 VI. determination of whether there is a concerted action relationship between the employee stock ownership plan and relevant subjects 12 VII. Concluding comments twelve
interpretation
In this legal opinion, unless the context otherwise requires, the following words have subordinate meanings:
Deheng / this refers to Beijing Deheng Law firm
Jiangsu Eastern Shenghong Co.Ltd(000301) / company refers to Jiangsu Eastern Shenghong Co.Ltd(000301)
Employee stock ownership plan / this employee stock ownership Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership refers to
Plan / this plan
Draft stock ownership plan refers to Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan (Draft)
Measures for the administration of Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan
Measures for the administration of stock plan
Holder / participant refers to the employee who actually contributes to the ESOP
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
The target stock of the proposed collective fund trust plan or asset management plan refers to the A-share stock of Jiangsu Eastern Shenghong Co.Ltd(000301) purchased, obtained and held through legal means
The employee stock ownership plan is divided into equal shares according to the number of underlying shares held. Each share of the stock ownership plan corresponds to a share of the share / share index of the stock ownership plan (the underlying share includes the corresponding cash assets of the employee stock ownership plan (if any))
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions on the pilot implementation of ESOP by listed companies
Guiding Opinions
“Standardized operation” refers to the “guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board”
The articles of association refers to the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Deheng Law Firm
On Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan
Legal opinion
Deheng 01F 202203261 to: Jiangsu Eastern Shenghong Co.Ltd(000301)
According to the legal service contract signed between the exchange and Jiangsu Eastern Shenghong Co.Ltd(000301) , the exchange accepts the entrustment of Jiangsu Eastern Shenghong Co.Ltd(000301) to act as the special legal adviser of Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan, and in accordance with the provisions of the company law, securities law, guiding opinions, standardized operation and other legal regulations and normative documents, and in accordance with the business standards recognized by the lawyer industry, This legal opinion is issued for the second phase of employee stock ownership plan to be implemented by the company in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyer declares as follows:
1. This legal opinion is issued in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the company law, securities law, guiding opinions, standardized operation, other current laws and regulations and relevant provisions of the CSRC.
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
3. This legal opinion only expresses opinions on legal issues related to this ESOP. The exchange agrees that this legal opinion, as a legal document publicly disclosed by Jiangsu Eastern Shenghong Co.Ltd(000301) for this ESOP, will be announced together with other materials, and will bear corresponding legal liabilities for this legal opinion according to law.
4. Our lawyers agree that Jiangsu Eastern Shenghong Co.Ltd(000301) quote the contents of this legal opinion in relevant materials or in accordance with the requirements of the regulatory authorities, but the above quotation shall not lead to legal ambiguity or misinterpretation due to quotation. Our lawyers have the right and responsibility to review and confirm the quoted relevant contents.
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimonies or copies of documents issued or provided by relevant government departments, Jiangsu Eastern Shenghong Co.Ltd(000301) , other relevant units or relevant persons to issue legal opinions.
6. Jiangsu Eastern Shenghong Co.Ltd(000301) has guaranteed that it has provided all the facts and materials necessary for the issuance of this legal opinion to the lawyers of this firm, and the relevant written materials and written testimony are true and effective without any major omission and misleading statement, and the copies provided are consistent with the original.
7. This legal opinion is only used for the purpose of Jiangsu Eastern Shenghong Co.Ltd(000301) formulating and implementing this employee stock ownership plan, and shall not be used for any other purpose.
Based on the above statement, in accordance with the provisions of relevant laws, norms and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Qualification and implementation of the employee stock ownership plan
The lawyer of the firm has checked the documents including but not limited to the announcement materials of the company, the current articles of association, the latest business license, the industrial and commercial registration materials of the establishment of the company and so on.
(I) the company is a joint stock limited company established according to law and whose shares have been approved for public issuance and listing
Jiangsu Eastern Shenghong Co.Ltd(000301) was formerly known as “Wujiang Silk Co., Ltd.” and “Jiangsu Wujiang China Oriental Silk Market Co., Ltd.” and later renamed as ” Jiangsu Eastern Shenghong Co.Ltd(000301) “. It was established on July 16, 1998.
According to the notice on Approving the public offering of shares by Wujiang Silk Co., Ltd. (Zheng Jian FA FA Zi [2000] No. 35) issued by the China Securities Regulatory Commission, the company publicly issued no more than 105 million new shares in 2000, the stock is referred to as “Silk shares” for short, and the stock code is ” Jiangsu Eastern Shenghong Co.Ltd(000301) “.
According to the decision on Approving Jiangsu Wujiang China Oriental Silk Market Co., Ltd. to issue shares to Jiangsu Shenghong Technology Co., Ltd. to purchase assets (zjxk [2018] No. 1204), the company issued 2768225540 shares to Jiangsu Shenghong Technology Co., Ltd. in 2018 Issue 42591237 shares to China Development and Exhibition fund Co., Ltd., purchase 100% equity of Jiangsu Guowang high tech fiber Co., Ltd., and implement major asset restructuring and listing. With the approval of Shenzhen Stock Exchange, since September 27, 2018, the abbreviation of the company’s stock has been changed from “Oriental market” to ” Jiangsu Eastern Shenghong Co.Ltd(000301) “, and the securities code remains unchanged as ” Jiangsu Eastern Shenghong Co.Ltd(000301) “. (II) the company is a joint stock limited company existing according to law
After the company was established according to law, there was no bankruptcy, dissolution or ordered closure in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and the articles of association. The company does not need to be terminated according to law.
After verification by our lawyers, the company now holds the business license (Unified Social Credit Code: 91320500704043818x) issued by Suzhou administrative examination and approval Bureau on February 11, 2022. According to the business license, the company’s domicile is No. 73, Shichang East Road, Shengze Town, Wujiang District, Suzhou City, Jiangsu Province; The legal representative is Miao Hangen; The registered capital is 48349601950 yuan; The company type is limited liability company (listed); Business scope: “asset management, production and sales of textile raw materials, knitwear and polyester (PET), warehousing, steam supply, domestic waste incineration power generation project, technical consultation, industrial investment, China trade, enterprise consulting services, property management, machinery and equipment leasing, road freight transportation (limited to designated branches), thermal power production and supply (limited to branches). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). “
After inquiry, “national enterprise credit information publicity system”（ http://www.gsxt.gov.cn./index ）, as of the date of issuance of this legal opinion, the company’s registration status is “existing (operating, opening, registered)”.
Our lawyers believe that the company is a joint stock limited company legally established, effectively existing and listed on the Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, there is no need to terminate in accordance with relevant laws and regulations or the articles of association, and it has the subject qualification to formulate and implement the employee stock ownership plan as stipulated in the guiding opinions.
2、 Legality and compliance of the employee stock ownership plan
On March 11, 2022, the 45th meeting of the eighth board of directors of the company deliberated and approved the proposal on the second phase of employee stock ownership plan (Draft) and summary, the proposal on the management measures of the second phase of employee stock ownership plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan, Mr. Miao Hangen, chairman of the board, avoided this vote; The directors, Mr. Ji Kaohsiung and Mr. Qiu Hairong, avoided the voting because they participated in the employee stock ownership plan.
According to the above draft stock ownership plan, our lawyers checked the relevant matters of the employee stock ownership plan item by item according to the relevant provisions of the guiding opinions and standardized operation:
(I) comply with the basic principles of employee stock ownership plan
1. According to the draft stock ownership plan and relevant announcements and verified by the lawyers of this firm, as of the date of issuance of this legal opinion, Jiangsu Eastern Shenghong Co.Ltd(000301) has fulfilled the corresponding procedures in accordance with the provisions of laws and administrative regulations, and has truly, accurately, completely and timely implemented the obligation of information disclosure, and there is no insider trading The situation of securities fraud such as manipulation of the securities market complies with the provisions of paragraph (I) of part I of the guiding opinions on “the principle of compliance according to law”.
2. According to the draft stock ownership plan, relevant meeting documents and independent opinions issued by the company’s independent directors, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in the stock ownership plan by means of apportionment, forced distribution, etc, Comply with the provisions of paragraph (II) of part I of the guiding opinions on the principle of voluntary participation.
3. According to the draft of the stock ownership plan, the holders of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which is in line with the provisions of paragraph (III) of part I of the guiding opinions “risk bearing principle”.
(II) comply with the requirements of the guiding opinions on the contents of the employee stock ownership plan
1. According to the draft stock ownership plan, the participants and determination criteria of the employee stock ownership plan are the middle-level and above personnel of the company and its holding subsidiaries approved by the board of directors, as well as other personnel determined by the board of directors. The participants should work in the company or its holding subsidiaries, receive remuneration and sign labor contracts. The total number of participants should not exceed 2958, The specific number of participants is determined according to the actual payment of employees, including 6 directors, supervisors and senior managers of the company.
The names, subscription shares and total subscription shares of the company’s directors, supervisors and senior managers participating in the employee stock ownership plan are as follows:
Serial number name job subscription share limit (10000 copies) proportion in the total share of the plan (%)
1. Kaohsiung director 100000
